NominationCommitteeCompensationCommitteeProject <strong>Review</strong>CommitteeGroup staff unitsand support unitConstructionResidentialDevelopmentGovernance structureShareholdersBoard <strong>of</strong> DirectorsPresident and CEO,Senior Executive TeamCommercialPropertyDevelopmentAuditorsAudit CommitteeInternal Auditand ComplianceInfrastructureDevelopmentAudit CommitteeThe main task <strong>of</strong> the Audit Committee is to assist the Board in overseeingfinancial reporting, report procedures and accounting principles, as wellas monitoring the auditing <strong>of</strong> the accounts for the Parent Company andthe Group. The Committee also evaluates the quality <strong>of</strong> the Group’sreporting, internal auditing and risk management functions andreviews the reports and opinions <strong>of</strong> the Company’s external auditors.The Company’s external auditors are present at all meetings <strong>of</strong> theAudit Committee. At least once a year, the Committee meets the auditorswithout anyone from Company management being present. TheAudit Committee comprises Sverker Martin-Löf (Chairman), StuartGraham and Charlotte Strömberg. During <strong>2012</strong>, the committee heldseven meetings.The members <strong>of</strong> the BoardThe Board <strong>of</strong> Directors consists <strong>of</strong> nine members elected by the AnnualShareholders’ Meeting without deputies plus three members and threedeputy members appointed by the employees. The Annual Shareholders’Meeting appointed Stuart Graham as Chairman <strong>of</strong> the Board. ThePresident and CEO is a member <strong>of</strong> the Board.For more detailed information about individual Board members anddeputy members, refer to page 172.Seven <strong>of</strong> the Board members elected by the Shareholders’ Meeting areindependent in relation to the Company and its management. Of these,more than two members are also deemed independent in relation to theCompany’s largest shareholders. Only one member (the President andCEO) is active in the management <strong>of</strong> the Company.The work <strong>of</strong> the Board in <strong>2012</strong>The work <strong>of</strong> the Board <strong>of</strong> Directors follows a yearly agenda, which isstipulated in the Board’s Procedural Rules. In preparation for eachBoard meeting, the Board receives supporting documentation compiledaccording to established procedures. These procedures are aimedat ensuring that the Board receives relevant information and documentationfor decision making before all its meetings. All documentation isformulated in the English language.During the year, the Board held nine meetings including its statutorymeeting. At its September <strong>2012</strong> meeting, the Board visited <strong>Skanska</strong>Finland. In conjunction with this meeting, the Board made work sitevisits that included a number <strong>of</strong> residential projects in the Helsinki area.Among the more important issues that the Board dealt with during theyear were the restructuring <strong>of</strong> the residential development units in theNordic countries, Czech Republic and Slovakia, impairment <strong>of</strong> projectsin Latin America, as well as the follow-up <strong>of</strong> the Group’s <strong>2012</strong>–2015business plan, internal control, governance <strong>of</strong> operations, risk managementand acquisition matters. A major focus has been on health andsafety issues.During the year, the Board examined the relevance and timeliness<strong>of</strong> all legally mandated instructions.The committees <strong>of</strong> the BoardIn its Procedural Rules, the Board has specified the duties and decisionmakingpowers that the Board has delegated to its committees. Allcommittees report orally to the Board at each meeting in accordancewith the mechanisms that are stipulated in the Procedural Rules.Minutes <strong>of</strong> all committee meetings are provided to the Board.Compensation CommitteeThe main task <strong>of</strong> the Compensation Committee is to prepare theBoard’s decisions concerning employment <strong>of</strong> the President and CEOand other members <strong>of</strong> the Senior Executive Team, as well as the salaryand other compensation <strong>of</strong> the President and CEO. The committeemakes decisions on the remuneration, pensions and other terms <strong>of</strong>employment <strong>of</strong> other members <strong>of</strong> the Senior Executive Team.The committee prepares the Board’s decisions on general incentiveprograms and examines the outcomes <strong>of</strong> variable salary elements.During <strong>2012</strong>, the committee evaluated <strong>Skanska</strong>’s variable remunerationprograms for its management and also monitored and evaluatedthe application <strong>of</strong> the principles for remuneration to senior executivesas well as the existing remuneration structure and remuneration levels.The committee has also issued a proposal to continue a long-termshare ownership program for the Group’s employees, SEOP3, for theperiod <strong>of</strong> 2014–2016.The committee consists <strong>of</strong> Stuart Graham (Chairman), SverkerMartin-Löf and Lars Pettersson. During <strong>2012</strong>, the committee heldseven meetings.Project <strong>Review</strong> CommitteeThe Project <strong>Review</strong> Committee has the Board’s mandate to makedecisions on its behalf regarding individual construction and real estateprojects, investments and divestments in Infrastructure Developmentand project financing packages. Projects that include especially highor unusual risks or other special circumstances may be referred tothe Board for its decision. The committee comprises Stuart Graham(Chairman), Johan Karlström, Fredrik Lundberg, Sverker Martin-Löf,Sir Adrian Montague, Matti Sundberg and Inge Johansson. During<strong>2012</strong>, the committee held twelve meetings.Evaluation <strong>of</strong> the work <strong>of</strong> the BoardThe work <strong>of</strong> the Board is evaluated yearly through a systematic andstructured process, among other things aimed at gathering good supportingdocumentation for improvements in the Board’s own work.The evaluation provides the Chairman <strong>of</strong> the Board with informationabout how the members <strong>of</strong> the Board perceive the effectiveness andcollective competence <strong>of</strong> the Board as well as the need for changes inthe Board. When evaluating the work <strong>of</strong> the Chairman, the Board isled by a specially designated member. The Chairman <strong>of</strong> the Board andthe specially designated member inform the Nomination Committee<strong>of</strong> the results <strong>of</strong> these evaluations.Fees to the Board <strong>of</strong> DirectorsTotal fees to the Board members elected by the Shareholders’ Meeting wereapproved by the <strong>2012</strong> Annual Shareholders’ Meeting in the amount <strong>of</strong><strong>EUR</strong> 784,032.290 <strong>Skanska</strong> Financials <strong>Skanska</strong> <strong>Review</strong> <strong>of</strong> <strong>2012</strong> – <strong>EUR</strong> version
<strong>Skanska</strong>’s management structureSenior Executive TeamJohan KarlströmPresident and CEOPeter WallinEVP and CFORichard HultinEVPClaes LarssonEVPKarin LepasoonEVPMichael McNallyEVPVeronica RörsgårdEVP andHuman ResourcesRoman WieczorekEVPMats WilliamsonEVP◀◀◀◀◀◀◀◀<strong>Skanska</strong>FinancialServices<strong>Skanska</strong> ResidentialDevelopmentUK<strong>Skanska</strong> SwedenStrategy<strong>Skanska</strong>USA BuildingHuman Resources<strong>Skanska</strong>Czech Republic<strong>Skanska</strong> UKControlling<strong>Skanska</strong> ResidentialDevelopmentPoland<strong>Skanska</strong> FinlandCommunications<strong>Skanska</strong>USA Civil<strong>Skanska</strong> Poland<strong>Skanska</strong> NorwayCorporate Finance<strong>Skanska</strong> ResidentialDevelopmentCzech Republic<strong>Skanska</strong> CommercialProperty DevelopmentNordicInvestor Relations<strong>Skanska</strong>Latin America<strong>Skanska</strong>InfrastructureDevelopmentReporting<strong>Skanska</strong> CommercialProperty DevelopmentEurope<strong>Skanska</strong> CommercialProperty DevelopmentUSInformationTechnologySafetyInternal Audit andComplianceBoKlok HousingSustainableDevelopment andGreen ConstructionEthics<strong>Skanska</strong> RentalPropertiesGreen BusinessOfficerLegal AffairsOperationalPerformance CenterResidentialKnowledgemanagementRiskManagementBusiness unitGroup staff unit/support unitAttendance <strong>of</strong> Board and committee meetingsBoardmeetingsAuditCommitteeCompensationCommitteeProject <strong>Review</strong>CommitteeMemberNumber <strong>of</strong> meetings 9 7 7 12Stuart Graham 9 7 7 12Johan Karlström 9 12Fredrik Lundberg 9 12Sverker Martin-Löf 9 7 7 12Sir Adrian Montague 8 12Lars Pettersson 9 7Josephine Rydberg-Dumont 9Charlotte Strömberg 9 7Matti Sundberg 9 12Anders Fogelberg 9Richard Hörstedt 9Inge Johansson 9 12Jessica Karlsson 1 1Gerardo Vergara 2 6Roger Karlström 9Thomas Larsson 91 Up to and including April <strong>2012</strong>2 As <strong>of</strong> April <strong>2012</strong>The Chairman <strong>of</strong> the Board received <strong>EUR</strong> 180,930.5 in fees and otherBoard members received <strong>EUR</strong> 60,310.2 each. This represented anapproximate increase <strong>of</strong> 5 percent compared to 2011.In addition, in accordance with the decision <strong>of</strong> the Shareholders’Meeting, members elected by the Shareholders’ Meeting and servingon the Board’s committees each received <strong>EUR</strong> 11,487.7 for their workon the Compensation Committee, <strong>EUR</strong> 20,103.4 for their work on theProject <strong>Review</strong> Committee and <strong>EUR</strong> 14,359.6 per member <strong>of</strong> the AuditCommittee and <strong>EUR</strong> 17,231.5 to its Chairman. For a further account,see Note 37, “Remuneration to senior executives and Board members.”The Board’s communication with the Company’s auditorsAs mentioned above, the Company’s external auditors participatein all meetings <strong>of</strong> the Audit Committee. According to its ProceduralRules, the Board <strong>of</strong> Directors meets with the auditors twice a year. Onthese occasions, the auditors orally present the findings <strong>of</strong> their auditingwork. At least once per year, the Board meets the auditors withoutsenior executives being present.Operational management and internal controlThe President and CEO and the Senior Executive TeamThe President and Chief Executive Officer (CEO) is responsible forday-to-day management and oversight <strong>of</strong> the Group’s operations.The work <strong>of</strong> the President and CEO is specially evaluated at oneBoard meeting each year at which no senior executives are present.<strong>Skanska</strong> <strong>Review</strong> <strong>of</strong> <strong>2012</strong> – <strong>EUR</strong> version <strong>Skanska</strong> Financials 91
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Independent Auditors’ ReportTo th
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Annual Shareholders’ MeetingInves